These Terms of Use (“Terms”) govern your access to and use of counterwide.com and any related pages operated by Counterwide Partners LLC, doing business as Counterwide (“Counterwide,” “we,” “us,” “our”).

By using this site you agree to these Terms. If you do not agree, do not use the site.

2. What this site is

This site describes what Counterwide does: we sell, configure and install Shopify’s retail commerce platform and related payment services for independent retailers in Canada and the United States, through a network of independent sales representatives.

The site is provided for general information only. Nothing on it is legal, tax, accounting, financial or business advice, and you should not act on it without professional advice appropriate to your circumstances.

3. No offer, no contract

Nothing on this site is an offer capable of acceptance, and nothing on it creates a contract between you and Counterwide.

• Descriptions of products, services, pricing, features, offers and availability are illustrative and may change without notice. They are set by the provider of the product, not by Counterwide, and are subject to that provider’s terms. See section 5.

• Submitting a merchant enquiry does not obligate us to contact you, to provide any service, or to make any particular offer.

• Submitting an application to become a representative is not an application for employment, does not create an employment or contractor relationship, and does not obligate us to respond, interview or engage you. See section 6.

4. Third-party products, services and trademarks

Counterwide is an independent reseller. We are not Shopify. Shopify, Shopify POS, Shopify Payments, Shop Pay and the Shop app are products of Shopify Inc., and those names and logos are trademarks of Shopify Inc. We use them to identify the products we resell. Our use does not imply that Shopify endorses or sponsors Counterwide beyond our partner relationship, and it does not make Counterwide an agent of Shopify for any purpose other than as set out in our agreement with them.

The platform is governed by the provider’s terms, not ours. Your use of Shopify’s software and payment services is subject to Shopify’s own terms of service, acceptable use policy, payment terms and privacy policy, entered into directly between you and Shopify — see section 5. Their availability, features, pricing, uptime and support are determined by Shopify, and Counterwide does not control them and does not guarantee them.

Payment processing is performed by Shopify and its payment partners. Counterwide is not a bank, is not a money transmitter, and does not hold, transmit or process funds or cardholder data on your behalf.

Other third-party products, hardware and applications mentioned on the site are the property of their respective owners and are subject to their own terms and warranties. Hardware warranties, where they exist, are provided by the manufacturer.

5. Your platform agreement is with Shopify, not with Counterwide

Counterwide does not contract with merchants for the platform. If you proceed, you enter into an agreement directly with Shopify for the software, payment services and any related services you buy from Shopify. Shopify owns that relationship and owns your account. Counterwide is not a party to it. The only thing you may contract with Counterwide for is services that Counterwide itself performs, described at the end of this section.

Shopify bills you directly. Subscription fees, payment processing fees, hardware charges, taxes and any other amounts for the platform are set, invoiced and collected by Shopify under your agreement with them. Counterwide does not set those prices, does not invoice you for the platform, and does not collect or hold your money.

Because the agreement is Shopify’s, Shopify — not Counterwide — controls:

• the terms of service, acceptable use policy and payment terms that apply to you;

• pricing, plans, promotions, discounts and any offer you qualify for, and whether it remains available;

• account approval, underwriting, risk decisions, holds, reserves, suspension and termination;

• product features, availability, uptime and changes to the platform;

• billing, invoicing, refunds, chargebacks and cancellation;

• support for your account once you are live, and the data in your store.

What Counterwide does is introduce you to the platform, help you choose a configuration that suits your business, coordinate your migration with Shopify’s point of sale specialists, and install and set up your hardware and software. Our compensation comes from Shopify under our partner agreement, not from you.

Where to take an issue. Questions about your bill, your plan, your account, a refund, a hold or a cancellation go to Shopify, under your agreement with them. We will help you find the right place, but we cannot decide those matters, reverse them, or bind Shopify to any outcome.

One exception: services Counterwide performs for you. Counterwide may charge you for services that Counterwide itself performs — for example deployment, configuration, data migration work, on-site installation, staff training, or other professional services. Where we do:

• the services and the fee are set out in a written agreement, quote or order form that you accept before any work begins, and we will not invoice you for services you have not agreed to in writing;

• Counterwide invoices you directly for that fee, on the payment terms stated in that document;

• the fee is separate from and in addition to anything Shopify bills you, and it does not form part of your Shopify subscription, processing fees or hardware charges;

• that agreement is the only contract between you and Counterwide, and it governs those services alone. It does not change anything in this section: the platform itself is still contracted with, and billed by, Shopify.

Where such an agreement exists, its terms control over these Terms to the extent of any conflict.

6. Our representatives are independent contractors

Counterwide representatives are independent contractors. They are not employees, partners, joint venturers or agents of Counterwide for any purpose beyond what their written agreement with us expressly provides, and they are not employees or agents of Shopify.

Each representative operates their own independent business. They control their own schedule, methods, territory activity and business expenses, and they are solely responsible for their own taxes, withholdings, insurance, licensing and compliance with the laws that apply to them.

A representative has no authority to bind Counterwide. They cannot enter into contracts on our behalf, agree pricing or terms that differ from what we have published or signed, waive or vary any term, accept funds on our behalf, or make commitments about products, services, timelines, performance or results that are not set out in a written agreement signed by Counterwide.

We are not responsible for what a representative does outside the scope of their agreement with us. To the fullest extent permitted by law, Counterwide is not liable for any statement, representation, warranty, promise, advice, guarantee, act or omission of a representative that is unauthorized, that is outside the scope of their engagement, or that conflicts with these Terms, our published materials or a signed agreement. Any such statement or commitment is made by that representative personally and does not bind Counterwide.

Do not rely on anything a representative tells you that is not in writing from Counterwide. If a representative tells you something about pricing, features, timelines, offers, payment terms or results that matters to your decision, ask for it in writing from Counterwide before you act on it. Only a written agreement signed by Counterwide, and the terms of the applicable third-party provider, govern what you actually receive.

Applicants and prospective representatives: submitting an application does not create an employment relationship, a contractor relationship, or any entitlement to compensation, benefits, territory or leads. Any engagement arises only under a separate written independent contractor agreement signed by both parties, and that agreement — not this site — sets out the relationship and how compensation works.

Tell us. If a representative has told you something that turns out to be inaccurate, has behaved improperly, or has held themselves out as having authority they do not have, contact us at [legal@counterwide.com]. We take it seriously.

7. No earnings, income or performance representations

Nothing on this site is a promise, projection or guarantee of income, earnings, sales results, cost savings, revenue growth or business performance — for merchants or for representatives.

Counterwide representatives are independent contractors compensated on commission. Compensation depends entirely on results, and results vary. Any figures, examples or estimates discussed with you at any stage are illustrative only and are not a representation of what you will earn. There is no guarantee that a representative will earn any particular amount, or any amount at all.

Statistics, claims and product descriptions attributed to Shopify or another third party are that party’s statements, reproduced for information. We do not independently verify them and we do not adopt them as our own.

8. Your submissions

When you submit information through a form on this site, you agree that:

• The information is accurate and complete, and you are entitled to provide it.

• If you provide someone else’s personal information, you have the authority to do so.

• You will not submit anything unlawful, defamatory, infringing, confidential to someone else, or subject to another party’s restrictions.

• We may contact you using the details you provide, as described in our Privacy Policy.

Do not send us confidential or proprietary information through this site. Anything you submit is handled under the Privacy Policy but is not treated as confidential unless we have a written agreement with you that says otherwise.

Feedback. If you send us ideas, suggestions or feedback about our business or this site, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose, without obligation or compensation to you.

9. Acceptable use

You agree not to:

• Use the site for any unlawful purpose or in violation of these Terms.

• Copy, reproduce, republish, scrape, mirror, frame or resell any part of the site except as permitted in section 8.

• Use any automated system — including bots, scrapers or harvesters — to access the site or collect information from it, except for a search engine’s ordinary indexing.

• Submit false, misleading, fraudulent or automated form entries.

• Introduce malware, attempt to gain unauthorized access to the site or its systems, or interfere with its operation or security.

• Impersonate Counterwide, a Counterwide representative, Shopify, or any other person or entity.

• Use our name, logo or trademarks without our prior written permission.

• Collect personal information about other users.

We may suspend or block access to the site at our discretion, with or without notice.

10. Intellectual property

The site and its contents — text, graphics, logos, page design, photographs, video and software — are owned by Counterwide or its licensors and are protected by copyright, trademark and other laws.

“Counterwide” and the Counterwide logo are trademarks of Counterwide Partners LLC.

You may view and print pages of the site for your own internal, non-commercial use, provided you keep all proprietary notices intact. Any other use requires our prior written permission. All rights not expressly granted are reserved.

11. Links to other sites

The site contains links to third-party websites. We provide them for convenience. We do not control them, we do not endorse them, and we are not responsible for their content, products, services or practices. Your use of a linked site is at your own risk and subject to that site’s terms.

12. Disclaimers

The site is provided “as is” and “as available.” To the fullest extent permitted by law, Counterwide disclaims all warranties, express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

We do not warrant that the site will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the site or its server is free of harmful components. We do not warrant the accuracy, completeness, reliability or currency of any content on the site, including content about third-party products and offers, which may change without notice.

Some jurisdictions do not allow the exclusion of certain warranties. Where that is so, the exclusions above apply to the maximum extent permitted, and you may have rights that these Terms cannot limit.

13. Limitation of liability

To the fullest extent permitted by law, Counterwide and its members, officers, employees, contractors, representatives and agents will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill, business opportunity or business interruption, arising out of or relating to your use of — or inability to use — this site, whether based in contract, tort, negligence, strict liability, statute or otherwise, and whether or not we were advised of the possibility of those damages.

Our total aggregate liability arising out of or relating to this site and these Terms will not exceed one hundred United States dollars (US$100).

Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including liability for fraud or for death or personal injury caused by negligence. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

This section does not limit any rights or remedies you may have under a separate written agreement with Counterwide, or under your agreement with Shopify.

14. Indemnification

You agree to indemnify, defend and hold harmless Counterwide and its members, officers, employees, contractors, representatives and agents from and against any claims, liabilities, damages, losses and expenses — including reasonable legal fees — arising out of or related to your use of the site, your submissions, or your breach of these Terms or of any law or third-party right.

15. Governing law and disputes

These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Let’s talk first. Before starting any formal proceeding, you agree to contact us at [legal@counterwide.com] with a description of the dispute and to attempt to resolve it informally for at least 30 days.

Venue. Any dispute that is not resolved informally will be brought exclusively in the state or federal courts located in Duval County, Florida, and you consent to the jurisdiction of those courts and waive any objection to that venue.

[Decision for you and counsel: arbitration.] Many resellers add a binding arbitration clause with a

class-action waiver here. It reduces the cost and publicity of a dispute but limits your options too, its

enforceability against Canadian consumers is uncertain, and several Canadian provinces restrict it. It is a

business decision. Leave the court clause above if you decide against it, or replace this block with the

arbitration wording counsel prefers.

If you are a resident of Canada, nothing in this section deprives you of the protection of the mandatory consumer protection laws of your province.

16. Changes to the site and to these Terms

We may modify, suspend or discontinue the site or any part of it at any time, without notice or liability.

We may also update these Terms. The “last updated” date will change, and material changes will be posted on this page. Your continued use of the site after a change means you accept the updated Terms. Check this page from time to time.

17. General

Severability. If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions stay in force.

No waiver. Our failure to enforce a provision is not a waiver of it.

Assignment. You may not assign or transfer these Terms. We may assign them in connection with a merger, acquisition, financing or sale of assets.

Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and Counterwide regarding the site, and supersede any prior understanding about it. They do not supersede a separate signed agreement between us, which controls to the extent of any conflict.

Survival. Sections 5 through 15 survive any termination of your use of the site.

Headings are for convenience and do not affect interpretation.

18. Contact

Counterwide Partners LLC 1450 Ocean Boulevard, Atlantic Beach, FL 32233, United States [legal@counterwide.com]